Case 19-10289 Doc 1 Filed 02/13/19 Page 1 of 26

Fill in this information to identify the case:

United States Bankruptcy Court for the:

District of Delaware (State) Check if this is anCase number (If known): Chapter 11 amended filing

Official Form 201

Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/16If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case number(if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1. Debtor’s name Imerys Talc America, Inc.

2. All other names debtor Luzenac America, Inc.

used in the last 8 years Imerys Talc Ohio Inc. Imerys Talc Delaware, Inc. Include any assumed names, trade names, and doing business as names

3. Debtor’s federal Employer 8 4 - 1 1 9 6 3 5 8

Identification Number (EIN)

4. Debtor’s address Principal place of business Mailing address, if different from principal place of business 1732 North First Street Number Street Number Street

8. Under which chapter of Check one:

affiliates) are less than $2,566,050 (amount subject to adjustment on 4/01/19 and every 3 years after that).

The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash- flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).

A plan is being filed with this petition.

Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b).

The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.

The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2. Chapter 12

9. Were prior bankruptcy No

cases filed by or against Case number Yes. District When the debtor within the last 8 years? MM/DD/YYYY

If more than 2 cases, attach District When Case number

a separate list. MM/DD/YYYY

10. Are any bankruptcy cases No

pending or being filed by Yes. Debtor See attached Schedule 2 Relationship See attached Schedule 2 a business partner or an affiliate of the debtor? District See attached Schedule 2 List all cases. If more than Case number, if known When Contemporaneously 1, attach a separate list. MM/DD/YYYY

11. Why is the case filed in Check all that apply:

this district? Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other district. A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or No

have possession of any Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. real property or personal property that needs Why does the property need immediate attention? (Check all that apply.) immediate attention? It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard?

It needs to be physically secured or protected from the weather.

A plan is being filed with this petition.

Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b).

It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options).

Other

Where is the property?

Number Street

City State Zip Code

Is the property insured?

No Yes. Insurance agency Contact name Phone

Statistical and administrative information

13. Debtor’s estimation of Check one:

available funds Funds will be available for distribution to unsecured creditors. After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition. of authorized representative of debtor I have been authorized to file this petition on behalf of the debtor.

I have examined the information in this petition and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct.

Executed on 02/13/2019 MM/DD/YYYY

X /s/ Alexandra Picard Alexandra Picard

Signature of authorized representative of debtor Printed name

Title Chief Financial Officer

18. Signature of attorney X /s/ Mark D. Collins Date 02/13/2019

Signature of attorney for debtor MM/DD/YYYY

Mark D. Collins Printed name

Richards, Layton & Finger, P.A.

Firm name

One Rodney Square, 920 North King Street

Number Street

Wilmington DE 19801 City State Zip Code

302.651.7700 collins@rlf.com Contact Phone Email address

2981 DE Bar number State

1 The amount of estimated liabilities does not include contingent or potential future liabilities.

Location of principal assets, if different from principal place of business

17509 Van Road, Houston, Texas 77049 (Harris County)

Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor

On the date hereof, each of the affiliated entities listed below (including the debtor in thischapter 11 case, collectively, the “Debtors”) filed a voluntary petition for relief under chapter 11of title 11 of the United States Code in the United States Bankruptcy Court for the District ofDelaware. The Debtors have filed a motion requesting that the chapter 11 cases of these entitiesbe consolidated for procedural purposes only and jointly administered under the number assignedto the chapter 11 case of Imerys Talc America, Inc.

Imerys Talc America, Inc.

IMERYS TALC AMERICA, INC.

Written Consent of the Board of Directors

in Lieu of a Meeting

Date: February 13, 2019

________________________________

The undersigned, constituting all of the members of the Board of Directors (the “Board”)of Imerys Talc America, Inc., a Delaware corporation (the “Corporation”), acting in accordancewith section 141(f) of the General Corporation Law of the State of Delaware, hereby waivenotice of a meeting and hereby consent to and adopt the following resolutions as the action of theBoard in lieu of a meeting and hereby direct that this written consent be delivered to theCorporation for inclusion in the minutes or filing with the corporate records.

Approval of Bankruptcy Filing

WHEREAS, the Board has reviewed and considered the materials presented by themanagement and financial and legal advisors of the Corporation regarding the potential presentand future liabilities of the Corporation, the strategic alternatives available to it, and the impactof the foregoing on the Corporation’s business;

WHEREAS, the Board has consulted with the management and financial and legaladvisors of the Corporation and has considered fully each of the strategic alternatives available tothe Corporation; and

WHEREAS, the Board has determined that it is in the Corporation’s best interest to seekrelief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”).

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves the

commencement of a case under chapter 11 of the Bankruptcy Code by the Corporation(the “Chapter 11 Case”).

RESOLVED FURTHER, that each officer of the Corporation (each, an “Authorized

Person”), be, and each of them hereby is, acting singly, authorized to take all such steps and doall such acts and things as they shall deem necessary or advisable to commence the Chapter 11Case, including, but not limited to, executing, verifying, and delivering a voluntary petition inthe name of the Corporation under chapter 11 of the Bankruptcy Code and causing the same tobe filed with the United States Bankruptcy Court for the District of Delaware (the “BankruptcyCourt”), the making of any and all other necessary filings with the Bankruptcy Court and anyother filings that such Authorized Persons determine to be necessary or advisable, the makingand execution of any necessary or advisable instruments, certificates, affidavits, or otherdocuments in connection therewith, the signing or endorsement of any checks, posting of anybonds, and the payment of any fees and expenses in such connection, and to take any and allaction to make, execute, verify, and file all applications, certificates, documents, or otherinstruments and to do any and all acts and things that any one or more of them shall deem Case 19-10289 Doc 1 Filed 02/13/19 Page 8 of 26

necessary, advisable, or appropriate in order to carry out the intent and purpose of any and all ofthe foregoing resolution.

RESOLVED FURTHER, that each Authorized Person be, and hereby is, authorized,directed, and empowered, with full power of delegation, on behalf of and in the name of theCorporation, to execute, verify, and/or file, or cause to be filed and/or executed or verified (ordirect others to do so on their behalf as provided herein), and to amend, supplement, or otherwisemodify from time to time, all necessary or appropriate documents, including, without limitation,petitions, affidavits, schedules, motions, lists, applications, pleadings, and other documents,agreements, and papers, including any and all loan agreements, documents, notes, guaranties,security agreements, pledge agreements, and all other documents, agreements, or instruments asmay be deemed necessary or appropriate by such Authorized Person, and to take any and allactions that the Authorized Person deems necessary or appropriate, each in connection with theChapter 11 Case, any postpetition financing, or any cash collateral usage contemplated hereby orthereby.

RESOLVED FURTHER, that each Authorized Person be, and hereby is, authorized,directed, and empowered, on behalf of and in the name of the Corporation, to employ and retainthe law firms of Latham & Watkins LLP and Richards, Layton & Finger, P.A. to act as attorneysfor the Corporation in connection with the Chapter 11 Case.

RESOLVED FURTHER, that each Authorized Person be, and hereby is, authorized,directed, and empowered, on behalf of and in the name of the Corporation, to employ and retainAlvarez & Marsal North America, LLC as financial advisor to the Corporation in connectionwith the Chapter 11 Case.

RESOLVED FURTHER, that each Authorized Person be, and hereby is, authorized,directed, and empowered, on behalf of and in the name of the Corporation, to employ and retainPrime Clerk LLC as claims, noticing, and solicitation agent and administrative advisor for theCorporation in its Chapter 11 Case.

RESOLVED FURTHER, that each Authorized Person be, and hereby is, authorized,directed, and empowered, on behalf of and in the name of the Corporation, to employ and retainsuch further legal, restructuring, financial, accounting, and other professionals (together with theforegoing identified firms, the “Professionals”) as may be deemed necessary or appropriate byany Authorized Person to assist the Corporation in carrying out its responsibilities in the Chapter11 Case and achieving a successful reorganization.

RESOLVED FURTHER, that, each Authorized Person be, and hereby is, authorized,with full power of delegation, in the name and on behalf of the Corporation, to take or cause tobe taken any and all such further action and to execute and deliver or cause to be executed ordelivered, and to amend, supplement, or otherwise modify from time to time, all such furtheragreements, documents, certificates, statements, notices, undertakings, and other writings, and toincur and to pay or direct payment of all such fees and expenses, as in the judgment of theAuthorized Person shall be necessary, appropriate, or advisable to effectuate the purpose andintent of any and all of these resolutions.

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RESOLVED FURTHER, that all acts lawfully done or actions lawfully taken by anyofficer of the Corporation or any of the Professionals in connection with the Chapter 11 Case orany proceedings related thereto, or any matter related thereto, be, and hereby are, adopted,ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.

RESOLVED FURTHER, that any and all actions, whether previously or subsequentlytaken by any Authorized Person or any other person authorized to act by an Authorized Person,that are consistent with the intent and purpose of the foregoing resolutions or in connection withany matters referred to herein, shall be, and the same hereby are, in all respects, ratified,approved, and confirmed.

Fill in this information to identify the case and this filing:

Debtor Name Imerys Talc America, Inc.

United States Bankruptcy Court for the District of Delaware

Case number (if known):

Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation orpartnership, must sign and submit this form for the schedules of assets and liabilities, any other documentthat requires a declaration that is not included in the document, and any amendments of those documents.This form must state the individual’s position or relationship to the debtor, the identity of the document, andthe date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, orobtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership, or another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

Fill in this information to identify the case and this filing:

Debtor Name Imerys Talc America, Inc.

United States Bankruptcy Court for the District of Delaware

Case number (if known):

Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation orpartnership, must sign and submit this form for the schedules of assets and liabilities, any other documentthat requires a declaration that is not included in the document, and any amendments of those documents.This form must state the individual’s position or relationship to the debtor, the identity of the document, andthe date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, orobtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership, or another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

The information contained in the Largest Unsecured Creditors List shall not constitute an

admission by, nor shall it be binding on, the Debtors.

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Fill in this information to identify the case and this filing:

Debtor Name Imerys Talc America, Inc.

United States Bankruptcy Court for the District of Delaware

Case number (if known):

 Check if this is an amended filing

Official Form 204

Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders 12/15

A list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 30 largest unsecured claims.

Official Form 204 Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 Largest page 3 Unsecured Claims and Are Not Insiders Case 19-10289 Doc 1 Filed 02/13/19 Page 26 of 26

Fill in this information to identify the case and this filing:

Debtor Name Imerys Talc America, Inc.

United States Bankruptcy Court for the District of Delaware

Case number (if known):

Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation orpartnership, must sign and submit this form for the schedules of assets and liabilities, any other documentthat requires a declaration that is not included in the document, and any amendments of those documents.This form must state the individual’s position or relationship to the debtor, the identity of the document, andthe date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, orobtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership, or another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct: